Meeting Details

The 60th Annual General Meeting will be held on Thursday, September 24, 2026, at 2:00 P.M. (IST) through Video Conferencing (VC)/Other Audio Visual Means (OAVM) without physical presence of members. The deemed venue is the Registered Office at Khatau House, Plot No. 410, Mogul Lane, Mahim (West), Mumbai - 400 016.

Cut-off Date and E-voting Schedule

The cut-off date for determining members entitled to vote is Thursday, September 17, 2026. E-voting will commence on Monday, September 21, 2026 at 9:00 a.m. (IST) and end on Wednesday, September 23, 2026 at 5:00 p.m. (IST).

Book Closure Period

The Register of Members and Share Transfer Books will remain closed from Friday, September 18, 2026 to Thursday, September 24, 2026 (both days inclusive).

Agenda Items

ORDINARY BUSINESS:

Item No. 1: To receive, consider and adopt the Audited Standalone Financial Statements for FY ended March 31, 2026 with Reports of Board of Directors and Auditors (Ordinary Resolution)

Item No. 2: To receive, consider and adopt the Audited Consolidated Financial Statements for FY ended March 31, 2026 with Report of Auditors (Ordinary Resolution)

Item No. 3: Re-appointment of Mrs. Asha Mahendra Khatau (DIN: 00063944) as Director liable to retire by rotation (Ordinary Resolution)

SPECIAL BUSINESS:

Item No. 4: Re-appointment of Mr. Arupkumar Basu (DIN: 00906760) as Managing Director for 3 years commencing September 29, 2026 (Special Resolution)

  • Current age: 71 years (requires special resolution under Section 196(3)(a) of Companies Act, 2013)
  • Qualifications: B.Tech Chemical Engineering (IIT Bombay), Postgraduate management degree (IIM Ahmedabad)
  • Experience: Over 40 years in chemical industry, previously with Refnol Resins and Chemicals Limited
  • Remuneration structure:
  • Basic Salary: ₹1,68,614 per month (with increments at Board's discretion in grade of ₹1,68,614 to ₹3,50,000)
  • Perquisites: House Rent Allowance (up to 50% of salary), medical reimbursement, LTA, club fees (max 2 clubs), personal accident & medical insurance (premium up to ₹25,000 p.a.), provident fund, car with driver, telephone facilities
  • Commission: Not exceeding 2% of net profits
  • Minimum remuneration payable in case of absence/inadequacy of profits as per Schedule V

Item No. 5: Revision in remuneration payable to Mr. Manish M. Khatau (DIN: 02952828), Whole-time Director for FY 2026-27 effective April 1, 2026 (Special Resolution)

  • Revised annual remuneration breakdown:
  • Salary: ₹20,70,000
  • City Compensatory Allowance: ₹17,22,240
  • Gratuity: ₹99,360
  • Provident Fund: ₹2,48,400
  • Total: ₹41,40,000
  • Other benefits include:
  • Medical expense reimbursement for self and family
  • Medical/personal accident/travel insurance premiums
  • Telephone facilities
  • Club fees reimbursement
  • Car with driver
  • Earned leave encashment (max 30 days)
  • Residential accommodation: Company to pay rent up to ₹6,00,000 per month for premises at 2nd Floor, Khatau Bungalow, 6, Manav Mandir Road, Walkeshwar, Malabar Hill, Mumbai - 400006 under Leave and License Agreement from May 16, 2026 to March 15, 2031
  • Refundable security deposit: Up to ₹15,00,000
  • Minimum remuneration payable in case of absence/inadequacy of profits

Item No. 6: Re-appointment of Mr. Manish M. Khatau as Whole-time Director for 3 years commencing March 1, 2027 (Special Resolution)

  • Current age: 39 years, qualifications: BBA from American Intercontinental University of London
  • Experience: 17 years in industry, with company since 2009, Whole-time Director since 2016
  • Remuneration terms same as approved under Item No. 5
  • Shareholding: 45,453 equity shares (0.16% of paid-up capital)

Item No. 7: Ratification of remuneration of Cost Auditors (Ordinary Resolution)

  • M/s. Y. S. Gokhale & Associates, Cost Accountants (Firm Registration No. 101710)
  • Remuneration: ₹1,40,000 plus applicable taxes and reimbursement of out-of-pocket expenses
  • For conducting audit of cost records for FY ending March 31, 2027

Item No. 8: Approval for material Related Party Transactions with Orchard Acres (Ordinary Resolution)

  • Orchard Acres: Partnership firm where promoters Mr. Mahendra Khatau (40%), Mrs. Asha Khatau (20%), Mr. Manish Khatau (20%) and Ms. Priya Khatau (20%) are partners
  • Nature of transactions: Purchase/sale of goods/services, rent payments, expense recovery, loans/advances
  • Aggregate value not exceeding: ₹46 crore during FY 2026-27
  • Previous year transactions (FY 2025-26): ₹18.18 crore
  • Q1 FY 2026-27 transactions: ₹6.82 crore
  • Value represents 27.16% of company's annual consolidated turnover (₹169.39 crore for FY 2025-26)

Item No. 9: Approval for material Related Party Transactions with Texcare Middle East LLC (Ordinary Resolution)

  • Texcare Middle East LLC: Foreign step-down wholly owned subsidiary in UAE
  • Nature of transactions: Sale of goods/services
  • Aggregate value not exceeding: ₹30 crore during FY 2026-27
  • Previous year transactions (FY 2025-26): ₹4.10 crore
  • Q1 FY 2026-27 transactions: ₹0.10 crore
  • Value represents 17.71% of company's annual consolidated turnover

Financial Performance Context

For FY ended March 31, 2026:

  • Total Income: ₹15,128 lakhs
  • Profit before depreciation and tax: ₹427 lakhs
  • Profit for the year: ₹213 lakhs
  • Consolidated turnover: ₹169.39 crore

Subsidiaries

1. Indokem Bangladesh (Pvt.) Ltd (incorporated April 30, 2023)

2. Refnol Overseas Limited, Mauritius (incorporated August 10, 1994)

3. Texcare Middle East L.L.C., UAE (incorporated July 13, 1994)

Documents Availability

The Notice and Annual Report 2025-26 are available on company website (www.indokem.co.in), BSE website (www.bseindia.com) and NSDL e-voting website (www.evoting.nsdl.com).